Sample Freelance Contract
The six clauses your freelance contract probably doesn’t have.
IP ownership until paid, kill fees, revision rounds, portfolio rights — the clauses that protect your money and your work. With real contract language and plain-English annotation on why each one matters.
Six critical clauses — annotated
IP Ownership — Who owns the work until you're paid
Contract language
All work product, deliverables, concepts, designs, code, copy, and other materials created by Freelancer specifically for Client under this Agreement ("Work Product") shall remain the intellectual property of Freelancer until receipt of full and final payment of all amounts due. Upon receipt of full payment, Freelancer assigns to Client all right, title, and interest in the Work Product. Freelancer's pre-existing intellectual property, tools, methodologies, and general professional skills are not included in this assignment.
The default in most template contracts assigns IP to the client immediately, before payment. This version flips that: the work is yours until you are paid. If the client disappears without paying, you still own the deliverables and they have no right to use them. This is especially important for design, software, and creative work where the client could deploy your output without paying.
Red flag: Any clause that says IP transfers "upon delivery" or "upon creation." Those clauses mean the freelancer loses all leverage before being paid.
Kill Fee — What you get paid if the project is cancelled
Contract language
If Client cancels this Agreement after work has commenced but before completion, Freelancer shall be entitled to: (a) full payment for all work completed and deliverables provided to the cancellation date; plus (b) a kill fee equal to 50% of the remaining unpaid project fee, as reasonable compensation for lost scheduling opportunity. Kill fee invoices are due within 7 days of the cancellation notice. For hourly engagements, Client shall pay all hours logged to the cancellation date plus the kill fee on any remaining estimated hours.
When a project is cancelled mid-way, the freelancer loses not just the remaining fee but the time held in their schedule for that client — time that could have been filled with other work. The kill fee compensates for both. 50% of the remaining fee is the industry standard. The 7-day invoice term is intentionally faster than normal payment terms because there is no deliverable to review.
Without a kill fee: you do 3 weeks of work on a 6-week project, the client cancels. You get paid for 3 weeks and lose the income you turned down to hold those remaining 3 weeks.
Revision Rounds — What's included and what costs extra
Contract language
Two (2) rounds of revisions are included within the project fee. Each additional round beyond the second shall be charged at Freelancer's standard hourly rate, invoiced separately. A "revision" means minor amendments to previously approved work. It does not include: changes in creative direction, changes to the original brief, or rework required due to incomplete information provided by Client at the outset. Such changes constitute a scope change and require a written Change Order.
Scope creep — revision requests that expand the original brief — is the most common way freelancers end up unpaid for significant work. This clause draws a clear line between "revision" (fixing what was delivered) and "change order" (doing something different from what was agreed). Without this distinction, a client can request unlimited revisions by framing each one as a minor tweak.
Warning sign: clients who ask for "just one more small change" repeatedly after the second revision round. Track revision rounds meticulously and reference this clause number in all written communication.
Portfolio Rights — Using your work to get more work
Contract language
Notwithstanding any confidentiality obligations in this Agreement, Freelancer reserves the right to display the Work Product (or representative excerpts thereof) in Freelancer's portfolio, website, case studies, and promotional materials for the purpose of demonstrating professional capabilities. Client may request in writing, within 30 days of project completion, that specific materials be treated as confidential and excluded from Freelancer's portfolio. Freelancer shall comply with any such reasonable request promptly.
A portfolio is a freelancer's livelihood pipeline. Without this clause, a client could claim your work is confidential under the NDA provisions and prevent you from ever showing it. This clause explicitly carves out portfolio use from confidentiality obligations, while giving clients a reasonable 30-day window to object to specific materials — fair for confidential product launches or trade secrets.
Practical tip: if a client objects to portfolio display, ask whether they would provide a testimonial instead. That is often an acceptable trade that serves both parties.
Late Payment — What happens when invoices aren't paid on time
Contract language
All invoices are due within 7 days of the invoice date. If any invoice remains unpaid after its due date, Freelancer shall be entitled to: (a) charge interest on the overdue amount at 2.5% per month (or, if higher, the rate under the Late Payment of Commercial Debts (Interest) Act 1998, currently 8% above the Bank of England base rate per annum); (b) suspend all ongoing work on 48 hours' written notice until the overdue amount is settled; and (c) recover reasonable debt recovery costs in addition to the outstanding principal and interest.
UK freelancers have a statutory right under the Late Payment of Commercial Debts (Interest) Act 1998 to charge interest on overdue B2B invoices at 8% above the Bank of England base rate — plus fixed compensation of £40 to £100 depending on debt size. Most template contracts do not reference this statute. The contractual 2.5% per month rate gives a higher rate than statute in most environments, with the statutory rate as a floor.
The suspension right is the most practical lever available. A client who will not pay a £2,000 invoice will often pay promptly when their live project is paused. Use it.
Right of Substitution — Why this matters for IR35
Contract language
Freelancer may, at Freelancer's sole discretion and expense, engage a suitably qualified substitute to perform all or part of the Services, provided that: (a) the substitute possesses relevant skills and experience to perform the Services to the required standard; (b) Freelancer remains solely responsible for the quality of all work delivered; and (c) Client is notified in writing. Client's right to object to a proposed substitute is limited to material lack of relevant skills and qualification, and may not be exercised unreasonably.
For UK freelancers, the right of substitution is one of the three tests HMRC uses to determine IR35 status. A genuine right — one where the client can only reject a substitute on competence grounds, not personal preference — is a strong indicator of outside-IR35 status. This clause specifically limits client veto rights to competence grounds, which is what makes the right genuine rather than cosmetic.
If your current contract says the client must "approve" any substitute without limiting the grounds for refusal, that is not a genuine right of substitution — it is a veto in disguise, and provides no IR35 protection.
Generate a Freelance Contract with all six clauses built in.
IP ownership until paid, configurable kill fee, revision rounds, portfolio rights, UK Late Payment Act, and IR35-aware substitution right — all included. Ready to sign in 60 seconds.
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